An Assignment on Coporate Law

1. DR SHAKUNTALA MISRA
NATIONAL REHABILITATION
UNIVERSITY
LUCKNOW
Under the Supervision of – “Dr. Shail Shakya”
Academic Session- 2022-2023
Topic- “Rectification of names of company- LAW AND PROCEDURE”
SUBMITTED TO SUBMITTED BY
Dr. Shail Shakya Garima Goswami
Faculty of Law B.com LL. B (Hons) Vth
Semester
DSMNRU, Lucknow DSMNRU, Lucknow

2. TABLE OF CONTENT
Cover Page
Acknowledgement
Matter
Conclusion
Bibliography

3. ACKNOWLEDGEMENT
I would like to express my heartfelt gratitude to Dr. Shail Shakya for their
invaluable guidance, support, and encouragement throughout the completion of
this assignment. Dr. Shakya's expertise, insightful feedback, and dedication to
teaching have been instrumental in shaping my understanding and approach to
the subject matter. I am sincerely thankful for the time and effort invested in
reviewing and providing constructive inputs that significantly enriched this
work. Their mentorship has been a constant source of inspiration, and I am truly
privileged to have had the opportunity to learn under their guidance.
Thank you, Dr. Shakya, for your unwavering commitment to excellence and for
being an exceptional educator.
Sincerely,
[Garima Goswami]

4. INTRODUCTION
A company being a legal entity must have a name of its own to establish its separate identity.
The name of the company is a symbol of its independent corporate existence. The first clause
in the memorandum of association of the company states the name by which a company is to
be known. The company may adopt any suitable name provided it is not undesirable.
Rectifying a company's name is a process that involves making corrections or changes to the
registered name of the company. This procedure is governed by strict adherence to legal rules
and guidelines set forth in the Companies Act, 2013 in India.
The process demands precise and meticulous documentation, ensuring that all paperwork is
accurate and complies with the specific procedures outlined in the Act. This attention to detail
is crucial as any discrepancy or error in the documentation could impact the validity of the
name rectification process. By adhering strictly to the legal provisions, companies ensure
transparency in their actions. It demonstrates their commitment to following the laws and
regulations set by the government. Compliance with these procedures not only ensures
legality but also fosters trust among stakeholders, including investors, customers, and
regulatory bodies.
Furthermore, rectifying a company's name within the framework of the Companies Act, 2013
ensures that the company operates with proper recognition within the Indian jurisdiction. It
reinforces the company's legal standing and acknowledgment by authorities, contributing to
its credibility and legitimacy in the business landscape.
In essence, the meticulous adherence to legal procedures while rectifying a company's name
under the Companies Act, 2013 is critical. It guarantees transparency, legal compliance, and
the rightful recognition of companies operating within the Indian jurisdiction, establishing
their legitimacy and credibility in the business realm.

5. RECTIFICATION OF NAME OF COMPANY (SECTION 16)
According to section 16:
1. If, through inadvertence or otherwise, a company on its first registration or on its
registration by a new name, is registered by a name which, —
A. in the opinion of the Central Government is identical with or too nearly resembles the
name by which a company in existence had been previously registered, whether under
this Act or any previous company law , it may direct the company to change its name
and the company shall change its name or new name, as the case may be, within a
period of three months from the issue of such direction, after adopting an ordinary
resolution for the purpose;
B. on an application by a registered proprietor of a trade mark that the name is identical
with or too nearly resembles to a registered trade mark of such proprietor under the
Trade Marks Act, 1999 (47 of 1999), made to the Central Government within three
years of incorporation or registration or change of name of the company, whether
under this Act or any previous company law, in the opinion of the Central
Government, is identical with or too nearly resembles to an existing trade mark, it
may direct the company to change its name and the company shall change its name or
new name, as the case may be, within a period of three months period of six months
from the issue of such direction, after adopting an ordinary resolution for the purpose.
2.Where a company changes its name or obtains a new name under sub-section (1), it
shall within a period of fifteen days from the date of such change, give notice of the change
to the Registrar along with the order of the Central Government, who shall carry out
necessary changes in the certificate of incorporation and the memorandum.
3.If a company is in default in complying with any direction given under sub-section (1), the
Central Government shall allot a new name to the company in such manner as may be
prescribed and the Registrar shall enter the new name in the register of companies in place of
the old name and issue a fresh certificate of incorporation with the new name, which the
company shall use thereafter.

6. WHEN COMPANY SHALL RETRICY THEIR NAMES
In terms of Section 16 of the Companies Act, 2013, a company shall rectify its name in the
following scenarios:
1. When the existing name or new name, with which registration has been obtained, is
identical with or too nearly resembles with the name of any other registered company.
2. When the Regional Directors orders rectification of name if it comes to its notice that
the existing name is opted in contravention with Rule 8 of Companies (Incorporation)
Rules, 2014 and such orders must be complied within three months of the date of such
order.
3. When the owner of a registered trademark applies to the effect that the name is
identical or too nearly resembles to his registered trademark under the Trademarks
Act, 1999.
GROUNDS FOR RECTIFICATION
1. Typographical Errors: If there are typographical mistakes or errors in the
company's name as registered, provisions within the law often allow for
rectification in such cases.
2. Similarity or Confusion: Laws often prohibit names that are too like existing
companies, especially if they could cause confusion among the public. Provisions
might exist for rectification if a name is deemed too like another existing entity.
3. Misleading Names: Companies Act may prevent the use of names that might
mislead the public or imply a connection to another entity that doesn't exist.
Rectification in such instances is generally allowed.
PROCEDURE FOR RECTIFICATION OF NAMES OF A COMPANY
Convene a Meeting of Board of Directors [As per section 173 & SS-1]:
The company shall convene a Meeting of its Board of Directors to pass a Board resolution for
approving the proposal of rectification of its name.
Alteration of Memorandum and Articles [Rule 6(1) of the Companies
(Incorporation) Rules, 2014]:
The Memorandum and Articles of the company shall be altered by passing a resolution in
accordance with the provisions of the Companies Act, 2013 to give effect to the rectification
of the name of the company and make necessary changes incidental thereto.
File e-form- RUN (“Reserve Unique Name”) with ROC:
The Company shall file e-form- RUN with the Registrar of Companies (RoC) to obtain
approval of the proposed new name along with the below mentioned attachments:

7. I. Copy of Board Resolution
II. If proposed name(s) are based on a registered Trademark or is a subject matter of an
application pending for registration under the Trademark Act, 1999, then a No
Objection Certificate of the Owner of such Trademark or the applicant of such
application.
Name Approval Certificate from ROC [(Section 4(5)]:
The Registrar of Companies (RoC) shall grant Name Approval Certificate subject to certain
timelines which will be valid for a period of 21 days from the date of approval. If there is an
objection by the Registrar in the applied name, then one more chance of resubmission shall
be granted for filing that RUN form.
Convene Extra Ordinary General Meeting [Section 96, 100 of the
Companies Act, 2013, Secretarial Standard (SS-2) and Rule 37 (1) of the
Companies (Incorporation) Rules, 2014]:
The company shall convene an Extra Ordinary General Meeting (EGM) of its Members to
pass a Special resolution for approving the proposal of rectification of the name of the
Company and its aftereffect, i.e., alteration required to be made in the Memorandum of
Association and Articles of Association in terms of Section 13 of the Act.
File Form MGT-14 with ROC:
The company shall file Form MGT-14 with the Registrar of Companies (ROC) within 30
days of passing the special resolution in a duly convened General Meeting along with fee as
specified in the Companies (Registration offices and fees) Rules, 2014 and the requisite
documents.
File e-Form INC-24 for Approval of Central Government (Section 13(2)):
The company shall file an application for rectification of its name in Form INC-24* within
30 days of passing of Special Resolution for obtaining approval from Central Government for
changing the name of Company along with fees and the following attachments:
I) Name Approval Letter
II) Certified True Copy of Board Resolution
III) Certified True Copy of Special Resolution
IV) Altered MOA & AOA
V) Minutes of General Meeting
VI) Copy of Registered Trademark Certificate if any
VII) Copy of E-Form MGT-14 with Copy of Challan
VIII) Any other information can be provided as an optional attachment(s).

8. Issuance of New Certificate:
The Registrar of Companies (RoC) shall issue a New Certificate of Incorporation with new name of
the Company in Form No. INC-25.
Post Rectification Compliances:
I) Company shall change its Memorandum of Association and Articles of Association
every change made in the Articles of Association & Memorandum of Association.
(Section 15(1))
II) Company shall make an application for New Permanent Account Number (PAN) and
Tax Deduction Account Number (TAN).
III) Company shall update its New Name with utility services such as telephone and
electricity service providers.
IV) Company shall update its New Name on new rubber stamps and all the stationery
items prepared in the company’s new name.
Company shall file an Intimation under the following Acts:
a.Stock Exchanges
b.Goods and Services Act
c.Shops & Establishment Act
d.Factories Act
e.Foreign Exchange Management Act
f. Inter-State Migrant Workmen Act
g.Private Security Agency Act
h.EPF
i. ESI
j. Other Labour Laws
k. Industry Specific Laws.
MANDATORY REQUIREMENTS
1. Company shall intimate the Registrar of Companies (RoC) about the change of its
name.
2. Filing of ROC Annual Return, Financial Statement or any other report/documents to
the Registrar of Companies (RoC) on time failing which name change is not
permitted. (Rule 29(2) of the Companies (Incorporation) Rules, 2014).
3. Requirements to be met by listed companies in terms of the LODR Regulations:
i. at least one year has elapsed since the last name change (Regulation 45)
ii. at least 50% of the company’s total revenue in the preceding one year has been
accounted for by the new activity suggested by the new name (Regulation 45)

9. iii. iii. the amount invested in the new activity/project is at least 50% of the assets
of the listed entity (Regulation 45)
iv. Upon compliance with the conditions for change of name laid down in
Companies Act, 2013 and rules made thereunder, the listed entity, in the
explanatory statement to the notice seeking shareholders’ approval for change
in name, shall include a certificate from a practicing Chartered Accountant
stating compliance with the conditions above (Regulation 45)
v. Listed Company shall disclose the new name along with the old name on its
web sites for a continuous period of one year, from the date of the last name
change, to confirm compliance. (Regulation 46)
CHANGE OF NAME OF THE COMPANY DOES NOT AFFECT
When a company undergoes a name change, it's essential to understand that this alteration
primarily pertains to the company's identity, branding, and legal registration. However, it
does not alter or affect certain fundamental aspects of the company's existence and ongoing
engagements:
1. Rights and Obligations of the Company:
 Rights: The company's existing rights, such as property ownership, contractual
agreements, intellectual property, and other assets, remain unchanged despite the
name change. These rights are associated with the legal entity of the company and are
not invalidated by a change in its name.
 Obligations: Similarly, any obligations, commitments, liabilities, or debts the
company previously held continue unaffected by the name change. The company
remains responsible for fulfilling these obligations regardless of the alteration in its
name.
2. Legal Proceedings:
Against or by the Company: Ongoing legal proceedings, whether initiated by or against the
company, remain intact. The change in the company's name does not halt or nullify these
legal actions. The company must continue to participate in or defend itself in these
proceedings under its new name, following legal obligations and responsibilities.
3. Liability for Statutory Dues:
The alteration in the company's name does not absolve it from any statutory dues or
obligations owed to government bodies or regulatory authorities. The company remains liable
to fulfill its tax payments, regulatory compliances, and other statutory dues accrued prior to
the name change.

10. SOME OTHER PROVISION REALTED TO RECTIFICATION OF
COMPANIES NAME
Section 16(1): This section primarily deals with the reservation of a name for a
company. Before a company is incorporated, it needs to reserve a name through the
Registrar of Companies (RoC). This reservation is essential to ensure that the proposed
name aligns with legal guidelines and is not identical or too similar to existing company
names. It prevents confusion or misrepresentation and ensures distinctiveness in the
corporate landscape.
Section 4(2)(b): This section lays down the conditions for a name to be considered
undesirable. It specifies certain criteria under which a proposed name might be deemed
unsuitable. For instance, if the proposed name closely resembles the name of an existing
company, leading to confusion among the public or stakeholders, or if the name is
considered offensive or contrary to public policy, it might be flagged as undesirable.
Section 22: Section 22 grants the Registrar of Companies the authority to disallow the
use of specific names for companies if they contravene the provisions outlined in the
Companies Act. The Registrar can refuse the approval of a proposed name if it does not
comply with legal requirements or if it is misleading, identical to an existing company, or
against the Act's guidelines.
Section 26(1)(c): This section provides the procedure for changing the name of a
company. A company can change its name by passing a special resolution, a resolution
passed by a special majority of shareholders (usually a majority of not less than three-
fourths of the members voting). Once the resolution is passed and other legal formalities
are completed, the company's name can be changed.

11. Conclusion
The process of rectifying a company's name goes far beyond a mere administrative task;
it encapsulates the very essence of legal compliance and the foundational identity of an
organization within the corporate sphere. It signifies more than a simple alteration in
text; rather, it embodies a commitment to aligning with statutory mandates and
upholding the integrity of the corporate entity.
The meticulous adherence to the intricate framework of statutory provisions and
procedural guidelines established within corporate law is indispensable. It acts as the
cornerstone for ensuring not just the accuracy but the legality of effecting name
rectifications. Each step in this process holds significance, as it serves as a testament to a
company's dedication to regulatory alignment and precision in operations.
The gravity of rectifying a company's name lies in its reflection of adherence to
regulatory requisites and its role in maintaining the authenticity of corporate identity.
By meticulously following the prescribed procedures and standards, companies
reinforce their commitment to legal compliance and demonstrate a profound respect for
the formalities outlined by the governing laws.
In essence, the process of rectification acts as a beacon highlighting the significance of
adherence to legal mandates. It underscores the importance of aligning every action
within a corporate entity with the precise statutory framework, ultimately safeguarding
the legitimacy and credibility of the organization in the eyes of the law and the public.